Tsim Sha Tsui Properties Limited — Proxy Solicitation & Information Statement 2005

Oct 14, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Tsim Sha Tsui Properties Limited , you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Stock Code: 247)

(1) General Mandates to Repurchase Shares and to Issue Shares

(2) Proposed Re-election of Directors

The notice convening the annual general meeting of Tsim Sha Tsui Properties Limited (“the Company”) to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:00 a.m. or as soon as the annual general meeting of Sino Land Company Limited closes, whichever is the later, on Thursday, 17th November, 2005 (the “Annual General Meeting”) is contained in the 2005 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2005 Annual Report not less than 48 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon.

14th October, 2005

CONTENTS

		Page
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4.	Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
**Appendix **	I – Explanatory Statement on Repurchase of Shares. . . . . . . . . . .	6
**Appendix **	II – Procedures for Voting by Poll at General Meetings. . . . . . . . .	10

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LETTER FROM THE CHAIRMAN

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(Stock Code: 247)

Directors:

Robert NG Chee Siong (Chairman) Ronald Joseph ARCULLI, GBS, CVO, OBE, JP[#] Allan ZEMAN, GBS, JP[] Adrian David LI Man-kiu[] Steven ONG Kay Eng[*] Raymond TONG Kwok Tung Daryl NG Win Kong

Registered Office: 12th Floor Tsim Sha Tsui Centre Salisbury Road Tsim Sha Tsui Kowloon Hong Kong

([#] Non-executive Director)

(* Independent Non-executive Directors)

14th October, 2005

To the shareholders

Dear Sir or Madam,

(1) General Mandates to Repurchase Shares and to Issue Shares (2) Proposed Re-election of Directors

1. Introduction

At the last annual general meeting of the Company held on 17th November, 2004, general mandates were given to the Directors to exercise the powers of the Company to repurchase shares and to issue shares of the Company. Under the terms of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”), these general mandates will lapse at the conclusion of the forthcoming annual general meeting of the Company to be held at The Pacific Rooms, 9th Floor, Towers Wing, The Royal Pacific Hotel & Towers, 33 Canton Road, Tsim Sha Tsui, Kowloon, at 10:00 a.m. or as soon as the annual general meeting of Sino Land Company Limited closes, whichever is the later, on Thursday, 17th November, 2005 (“Annual General Meeting”) unless renewed at that meeting.

The purpose of this circular is to provide you with information regarding the proposed general mandates to repurchase shares and to issue shares and the re-election of Directors.

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LETTER FROM THE CHAIRMAN

2. General Mandate to Repurchase Shares

An ordinary resolution will be proposed at the Annual General Meeting to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of the Company (“Shares”) up to a maximum of 10% of the issued share capital of the Company at the date of the resolution (“Share Repurchase Mandate”).

An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix I hereto.

3. General Mandate to Issue Shares

It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general and unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company at the date of the resolution until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution (“the Share Issue Mandate”) and adding to such general mandate so granted to the Directors any Shares repurchased by the Company under the Share Repurchase Mandate.

4. Directors Proposed to be Re-elected

In accordance with Articles 103 and 94 of the Articles of Association of the Company, the Directors retiring by rotation at the Annual General Meeting are Mr. Robert Ng Chee Siong, Mr. Ronald Joseph Arculli, Mr. Adrian David Li Man-kiu, Mr. Steven Ong Kay Eng and Mr. Daryl Ng Win Kong who, being eligible, offer themselves for re-election.

The amount of emoluments paid or payable for the year ended 30th June, 2005 to each of the Directors who stand for re-election at the Annual General Meeting are set out in Note 11 to the Financial Statements on page 60 in the Company’s 2005 Annual Report.

Each of the Non-executive Director Mr. Ronald Joseph Arculli and the Independent Non-executive Directors Mr. Adrian David Li Man-kiu and Mr. Steven Ong Kay Eng does not have service contract with the Company other than a letter of appointment pursuant to which his term of office is for the period of three years from 1st July, 2005, subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association. The directors’ fees are fixed by the Board of Directors pursuant to the authority granted by the shareholders at annual general meetings. The emoluments of the Executive Directors are to be determined by the Remuneration Committee with reference to their duties, responsibilities and performance and the results of the Group.

Other biographical details of each of the Directors who stand for re-election at the Annual General Meeting, as required by Rule 13.51(2) of the Listing Rules as at the Latest Practicable Date, are set out below to enable the shareholders to make informed decision on their re-election.

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LETTER FROM THE CHAIRMAN

Mr. Robert Ng Chee Siong , aged 53, an Executive Director since 1978 and Chairman of the Group since 1991, was called to the Bar in 1975. He has been actively engaged in property investment and development in Hong Kong during the last 29 years and is also the director of a number of subsidiaries and associated companies of the Company. Mr. Ng is the Chairman of Sino Land Company Limited, the subsidiary company of the Company, and the Chairman of Sino Hotels (Holdings) Limited. In addition, he is a Director of Yeo Hiap Seng Limited, which is listed in Singapore, and an Independent Non-executive Director of The Hongkong and Shanghai Hotels, Limited and a Non-executive Director of SCMP Group Limited. Mr. Ng is the father of Mr. Daryl Ng Win Kong, an Executive Director of the Company, and the son of Mr. Ng Teng Fong, a substantial shareholder of the Company.

Save as disclosed herein, Mr. Ng does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. He has a personal interest of 534,469 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Ronald Joseph Arculli , GBS, CVO, OBE, JP, aged 66, has been a Director of the Company since 1994 and was re-designated from an Independent Non-executive Director to a Non-executive Director in July 2005. Mr. Arculli has been a consultant of the Company since July 2005. He is also a Non-executive Director of Sino Land Company Limited and Sino Hotels (Holdings) Limited. Mr. Arculli is the Chairman and a Steward of The Hong Kong Jockey Club. He is a practising solicitor and has served on the Legislative Council from 1988 to 2000. He is also the Chairman of The International Awards Association of The Duke of Edinburgh’s Award International Foundation and a board member of The Hong Kong Mortgage Corporation Limited. He has a distinguished record of public service on numerous government committees and advisory bodies. Mr. Arculli is also an Independent Non-executive Director of Hang Lung Properties Limited and SCMP Group Limited, and a Non-executive Director of Hongkong Electric Holdings Ltd., Hutchison Harbour Ring Limited and HKR International Limited.

Save as disclosed herein, Mr. Arculli does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. He has a personal interest of 60,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Adrian David Li Man-kiu , aged 32, an Independent Non-executive Director since April 2005, is the General Manager and Head of Corporate Banking Division of The Bank of East Asia, Limited since 2000. He is also an Independent Non-executive Director of Sino Land Company Limited and Sino Hotels (Holdings) Limited. Mr. Li is member of the Ninth and Tenth Guangzhou Committee of the Chinese People’s Political Consultative Conference, P.R.C. and committee member of the Tenth Session of the All-China Youth Federation. He serves, inter alia, as Director of Ocean Park Corporation, member of the advisory board of Hong Kong Export Credit Insurance Corporation and Alternate Director to Dr. David Li Kwok-Po, Independent Non-executive Director of San Miguel Brewery Hong Kong Limited. He holds a Master Degree in management from Kellogg Graduate School of Management, Northwestern University and a Master Degree of Arts and a Bachelor Degree of Arts in Law from the University of Cambridge.

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LETTER FROM THE CHAIRMAN

Save as disclosed herein, Mr. Li does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Li does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Steven Ong Kay Eng , aged 59, an Independent Non-executive Director since July 2005, is a Director of Ong Chay Tong and Sons Pte. Ltd. and Altrade Investments Pte. Ltd. in Singapore. He is also an Independent Non-executive Director of Sino Hotels (Holdings) Limited. He is also a substantial shareholder of Hwa Hong Corporation Limited, which is listed on the main board of the Singapore Stock Exchange. Mr. Ong has extensive experience in banking and finance. He is a consultant and advisor for special projects and business opportunities of Banca Monte Paschi Di Siena. He was the Chairman of Foreign Bankers’ Association in Beijing, People’s Republic of China from 1999 to 2000.

Save as disclosed herein, Mr. Ong does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ong does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Daryl Ng Win Kong , aged 27, an Executive Director since April 2005, holds a Bachelor of Arts Degree from Columbia University in New York. Mr. Ng first joined the Company as Executive (Development) in 2003. He is also a Director of a number of subsidiaries and associated companies of the Company and is an Executive Director of Sino Land Company Limited and Sino Hotels (Holdings) Limited. He is the eldest son of the Chairman Mr. Robert Ng Chee Siong and the eldest grandson of the substantial shareholder Mr. Ng Teng Fong.

Save as disclosed herein, Mr. Ng does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ng does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

5. Annual General Meeting

At the Annual General Meeting, ordinary resolutions will be proposed to approve the Share Repurchase Mandate and the Share Issue Mandate.

The notice convening the Annual General Meeting is contained in the 2005 Annual Report of the Company. Shareholders are advised to read the notice and to complete and return the form of proxy enclosed with the 2005 Annual Report not less than 48 hours before the time appointed for holding the Annual General Meeting in accordance with the instructions printed thereon.

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LETTER FROM THE CHAIRMAN

6. Recommendation

The Directors believe that the Share Repurchase Mandate and the Share Issue Mandate are in the best interests of the Company and its shareholders as a whole and accordingly the Directors, together with their associates, intend to vote in favour of the resolutions in respect of their respective shareholdings in the Company and recommend you to vote in favour of such resolutions to be proposed at the Annual General Meeting.

Yours faithfully, Robert NG Chee Siong Chairman

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate and also constitutes the memorandum as required under Section 49BA(3) of the Companies Ordinance.

1. Listing Rules

The Listing Rules permit companies whose primary listing are on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) to repurchase their securities on the Stock Exchange or on another stock exchange recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ Approval

The Listing Rules provide that all on-market repurchases of securities by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchases.

(b) Source of Funds

Repurchases must be made out of funds which are legally available for the purpose and in accordance with the company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated or otherwise established.

2. Share Capital

As at 7th October, 2005 (the latest practicable date prior to the printing of this circular), the issued share capital of the Company comprised 1,392,995,433 Shares of HK$0.2 each. On the basis of such figure and assuming that no further shares are issued or repurchased after 7th October, 2005 and up to the date of the Annual General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 139,299,543 Shares, representing 10% of the issued share capital of the Company.

3. Reasons for Repurchases

The Directors believe that the flexibility afforded by the Share Repurchase Mandate would be beneficial to the Company and its shareholders. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

4. Funding of Repurchases

Any repurchases will be made out of funds of the Company legally permitted to be utilised in this connection, being distributable profits of the Company or the proceeds of a fresh issue of Shares made for such purpose.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30th June, 2005 in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors shall from time to time be appropriate for the Company.

5. Disclosure of Interest

Neither the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company under the Share Repurchase Mandate if such is approved by the shareholders.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the shareholders.

6. Undertaking of Directors

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of Hong Kong.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

7. Share Prices

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
2004
October	10.50		9.75
November	11.00		10.45
December	11.50		10.80
2005
January	11.60		11.30
February	11.50		11.30
March	12.00		11.35
April	12.30		11.75
May	13.40		12.70
June	14.00		13.30
July	14.40		13.60
August	15.05		14.40
September	15.40		14.80

8. Effect of the Takeovers Code

If on the exercise of the power to repurchase shares pursuant to the Share Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a shareholder or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at 7th October, 2005 (being the latest practicable date prior to the printing of this circular), Mr. NG Teng Fong held beneficial interests in approximately 71.73% of the issued share capital of the Company. Since Mr. NG Teng Fong, his associates and his concert parties hold more than 50% of the issued share capital of the Company, any increase in their holdings, including the exercise in full of the power to repurchase Shares under the Share Repurchase Mandate, will not incur any obligation under Rule 26 of the Takeovers Code to make a general offer. The Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code as a result of any purchases made under the Share Repurchase Mandate.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

However, since Mr. NG Teng Fong together with other connected persons of the Company were beneficially interested in approximately 71.77% of the issued share capital of the Company, any repurchase of Shares exceeding approximately 4.30% of the issued Shares would reduce the public shareholding to below 25%. Any purchase of Shares which would result in the amount of Shares held by the public being reduced to less than 25% could only be implemented with the prior approval of the Stock Exchange to waive the dealing restriction regarding the public shareholding referred to above. However, a waiver of this restriction would not normally be given except in exceptional circumstances justifying the waiver of such restriction. The Directors wish to state that they would not exercise the Share Repurchase Mandate to such extent that the public shareholding would be reduced to less than 25% of the issued share capital of the Company.

9. Share Purchases made by the Company

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

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APPENDIX II PROCEDURES FOR VOTING BY POLL AT GENERAL MEETINGS

According to existing Article 74 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) by a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

In accordance with the requirement under Chapter 13 of the Listing Rules, the Company will publish an announcement in newspapers of the results of any voting by poll at the general meeting on the business day following the meeting.

This circular (in both English and Chinese versions) (“Circular”) has been posted on the Company’s website at http://www.sino-land.com. Shareholders who have chosen to rely on copies of the Company’s Corporate Communication (including but not limited to Annual Report, Interim Report, notice of meeting, listing document, circular and proxy form) posted on the Company’s website in lieu of the printed copies thereof may request the printed copy of the Circular.

Shareholders who have chosen to receive the Corporate Communication using electronic means through the Company’s website and who for any reason have difficulty in receiving or gaining access to the Circular posted on the Company’s website will promptly upon request be sent the Circular in printed form free of charge.

Shareholders may at any time choose to change their choice as to the means of receipt (i.e. in printed form or by electronic means through the Company’s website) and/or the language of the Company’s Corporate Communication by notice in writing to the Company’s Share Registrars, Friendly Registrars Limited, G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

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